We have advised on mergers and acquisitions in the Czech Republic for many years, mostly on mid-market transactions: a foreign buyer acquiring a Czech target, a Czech owner selling to a strategic buyer, and the reorganisation of groups that already have a Czech entity.
Before the deal
- Structuring: a share deal or an asset deal, and what each means for liabilities, employees, permits and tax
- Non-disclosure agreements and heads of terms, including which parts of a term sheet are meant to bind and which are not
- Exclusivity and break arrangements
Due diligence
- Legal due diligence: title to the shares, corporate history, contracts and change-of-control clauses, real estate and the Land Registry, employment, litigation, permits, intellectual property, compliance including the register of beneficial owners
- Financial and tax due diligence together with the advisers you appoint, or ours
- Co-ordination of the remaining strands where the target calls for them — technical, environmental, IT, agricultural
- A findings report that leads somewhere: what to fix before signing, what to price in, what to cover by warranty and what should stop the deal
Documenting and closing
- Share purchase and asset purchase agreements, with the representations, warranties and indemnities negotiated rather than copied
- Escrow and deferred consideration, including holding the price with our firm — see Escrow
- Shareholders’ agreements, options, drag-along and tag-along arrangements
- Conditions precedent, the closing mechanics and the corporate steps in the Commercial Register
- Dealings with financing banks and with security over the acquired shares or assets
- Merger control: whether the transaction needs clearance from the Czech competition authority or the European Commission, and the filing if it does
After closing
- Post-closing corporate housekeeping, changes to the board and to the articles
- Statutory transformations: mergers, spin-offs, changes of legal form
- Warranty and price-adjustment disputes, and their resolution in litigation or arbitration
Frequently asked questions
Share deal or asset deal?
A share deal buys the company with its history, including liabilities you did not find. An asset deal leaves most of that behind but needs each asset, contract and permit transferred, and employees may transfer with the business by operation of law. The answer follows from due diligence, not from preference.
How long does a mid-market deal take?
Typically two to four months from signed heads of terms to closing, where the target’s records are in order. Real estate that is not properly registered and gaps in corporate history are the usual reasons that stretches.
Does the transaction need competition clearance?
Only above turnover thresholds, but the thresholds are lower than most buyers expect and the sanction for closing without clearance is severe. We check this early, not at signing.
Can the deal be documented in English?
The commercial agreements can. Some steps — notarial deeds and filings with the Commercial Register — have to be in Czech, so the package is usually bilingual with a stated prevailing version.
Why bring this to MACH LEGAL
- We work with you in English. You deal with the lawyer handling your file, not with a translator in between. We also work in German, Czech, Hebrew and Portuguese.
- Czech law, explained in the terms you know. Most of our English-speaking clients come from another legal system. We say where Czech law differs from what you would expect, not only what it says.
- Cross-border matters stay in one place. Our partner Dr. Tomas Mach is an attorney-at-law registered with the Czech Bar Association (13282), the Slovak Bar Association (7581) and the Rechtsanwaltskammer Köln (61058), and a court-appointed expert in the law of the Federal Republic of Germany and the law of the Slovak Republic.
- A written scope and a written fee. We agree what we will do and on what basis we charge before we start. See Legal services and fees.
How we work
- First contact. Send us the documents and a short description of the situation. We tell you whether the matter needs a lawyer at all.
- Assessment. You get our reading of the position, the options and the likely cost of each.
- Instruction. A power of attorney and a written scope of work.
- The work itself. Drafting, negotiating or representing you, with a report at each step that needs your decision.
Contact: Contact page · praha@machlegal.eu · +420 245 008 552